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Registered number: OC309016









NORTH OF SOUTH CAPITAL LLP









FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

 
NORTH OF SOUTH CAPITAL LLP
 

INFORMATION



Designated Members
M A Linsey
A Van Leeuwen
Members
K M Dimmich
R Holmes
F L Tsai
M G Latham (resigned 1 July 2025)
Pacific Asset Management Services LLP
N Page
C Lee (appointed 1 July 2025)

LLP registered number
OC309016

Registered office
85-87 Bayham Street
London
NW1 0AG

Independent auditors
Adler Shine LLP
Chartered Accountants
Statutory Auditor
Aston House
Cornwall Avenue
London
N3 1LF

Bankers
Bank of Scotland
Ground floor, Uberior House
11 Earl Grey Street
Edinburgh
EH3 9BN

Solicitors
Schulte Roth & Zabel International LLP
20 Saville Row
London
W1S 3PR


 
NORTH OF SOUTH CAPITAL LLP
 

CONTENTS



Page
Group strategic report
 
1 - 2
Members' report
 
3 - 4
Independent auditors' report
 
5 - 8
Consolidated statement of comprehensive income
 
9
Consolidated balance sheet
 
10 - 11
LLP balance sheet
 
12 - 13
Consolidated reconciliation of members' interests
 
14
LLP reconciliation of members' interests
 
Consolidated statement of cash flows
 
16
Notes to the financial statements
 
17 - 30


 
NORTH OF SOUTH CAPITAL LLP
 
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025

Introduction
 
The Group is a United Kingdom-based specialist asset manager focused on emerging market equities. The parent company is incorporated and regulated in the UK, with a wholly owned subsidiary in Dubai, United Arab Emirates, which supports asset management, investment research and client engagement activities.
The Group provides actively managed investment strategies to an institutional client base. Its core objective is to deliver long-term capital growth through disciplined investment in high-quality companies across emerging markets.

Business review
 
During the financial year, the Group continued to execute its strategy of delivering outperformance while expanding its client base.
Revenue is primarily derived from investment management fees based on assets under management (“AUM”). AUM levels during the year reflected a combination of market movements and net client inflows, with emerging market growth influencing both performance and investor sentiment.
The Group maintained its focus on:
Delivering consistent, benchmark-relative investment outperformance
Deepening relationships with existing institutional clients
Selectively onboarding new mandates
Enhancing operational infrastructure and governance
Despite a challenging macroeconomic backdrop characterised by inflationary pressures, interest rate tightening, and geopolitical uncertainty, the Group demonstrated resilience through its active investment approach and diversified exposure across emerging markets.

Principal risks and uncertainties
 
The Group faces a number of principal risks and uncertainties that could impact its performance and financial position:
Market Risk: A decline in global or emerging equity markets may reduce AUM and, consequently, management fee income.
Investment Performance Risk: Sustained underperformance relative to benchmarks could lead to client redemptions and reduced inflows.
Liquidity Risk: our markets may experience limited liquidity, particularly during periods of market stress.
Currency Risk: Exposure to foreign exchange movements may affect portfolio net asset valuations and reported financial results.
Regulatory Risk: The Group operates in regulated environments accross the US (SEC) UK (FCA) and UAE (DFSA) and must comply with evolving regulatory requirements.
Operational Risk: Failures in systems, controls, or third-party service providers could disrupt operations.
Key Personnel Risk: The Group’s success depends on the expertise and retention of its investment and senior management teams.
The Board has established a risk management framework designed to identify, assess, and mitigate these risks.

Page 1

 
NORTH OF SOUTH CAPITAL LLP
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

Financial key performance indicators
 
The Directors monitor the performance of the Group using a range of financial KPIs, including:
Revenue: Driven primarily by average AUM and fee margins.
Operating Profit: Reflecting the scalability of the business model and cost discipline.
Operating Margin: A key measure of efficiency and profitability.
Assets Under Management (AUM): The principal driver of revenue generation.
Net Flows: Measuring new client inflows less redemptions.
These indicators are reviewed regularly to assess financial performance, inform strategic decision-making, and ensure alignment with the Group’s growth objectives.

Other key performance indicators
 
In addition to financial metrics, the Group uses a range of non-financial KPIs to evaluate operational and strategic performance:
Investment Performance: Returns relative to our benchmark and peer groups over short-, medium-, and long-term periods.
Client Retention Rates: Reflecting the strength and stability of client relationships.
Client Concentration: Monitoring reliance on individual clients or mandates.
New Business Pipeline: Indicative of future growth potential.
Employee Retention and Engagement: Supporting continuity and organisational stability.
Regulatory and Compliance Metrics: Ensuring adherence to applicable legal and regulatory standards.
These KPIs provide a broader view of the Group’s health and sustainability beyond purely financial outcomes.


Group streamlined energy and carbon report
The Group has not disclosed information in respect of greenhouse gas emissions, energy consumption and energy efficiency action as its energy consumption in the United Kingdom for the year is 40,000kWh or lower.



This report was approved by the board and signed on its behalf.



................................................
A Van Leeuwen
Member

Date: 27 April 2026

Page 2

 
NORTH OF SOUTH CAPITAL LLP
 
  
MEMBERS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025

The members present their annual report together with the audited financial statements of North of South Capital LLP (the "LLP and the Group") for theyear ended 31 December 2025
 

Principal activities
 
 
The principal activity of the LLP and the Group during the year was that of fund management. The LLP is authorised and regulated by the Financial Conduct Authority ("FCA").
 
 
Designated Members
 
 
M A Linsey and A Van Leeuwen were designated members of the LLP and the Group throughout the period.
 

Members


K M Dimmich, R Holmes, F L Tsai, M G Latham,Pacific Asset Management Services LLP and N Pagewere members of the LLP and the Group throughout the period. C Lee was appointed as a member on 1 July 2025. M G Latham resigned as a member on 1 July 2025.
 
Members' capital and interests
 
 
Each member's subscription to the capital of the LLP is determined by their share of the profit and is repayable following retirement from the LLP.
 
 
Details of changes in members' capital in theyear ended 31 December 2025 are set out in the reconciliation of members' interests.
 
 
Members are remunerated from the profits of the LLP and are required to make their own provision for pensions and other benefits. Profits are allocated and divided between members after finalisation of the financial statements. Members draw a proportion of their profit shares monthly during the year in which it is made, with the balance of profits being distributed after the year, subject to the cash requirements of the business.
 



Members' responsibilities statement
 
 
The members are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
 
 
Company law, (as applied by The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008), requires the members to prepare financial statements for each financial year. Under that law the members have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law, (as applied by The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008) the members must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the LLP and the Group and of the profit or loss of the Group for that period.

In preparing these financial statements, the members are required to:
 
select suitable accounting policies and then apply them consistently;
 
make judgments and accounting estimates that are reasonable and prudent;
 
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
Page 3

 
NORTH OF SOUTH CAPITAL LLP
 
 
MEMBERS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
 
 
 
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.
 

The members are responsible for keeping adequate accounting records that are sufficient to show and explain the LLP and the Group's transactions and disclose with reasonable accuracy at any time the financial position of the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006 (as applied by The Limited Liability Partnerships (Accounts and Audit) (Application of the Companies Act 2006) Regulations 2008)They are also responsible for safeguarding the assets of the LLP and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
 
Disclosure of information to auditors
 
 
Each of the persons who are members at the time when this members' report is approved has confirmed that:

so far as that member is aware, there is no relevant audit information of which the Group's auditors are unaware, and

that member has taken all the steps that ought to have been taken as a member in order to be aware of any relevant audit information and to establish that the Group's auditors are aware of that information.
 

Auditors
 
 
The auditorsAdler Shine LLPhave indicated their willingness to continue in office. The Designated members will propose a motion re-appointing the auditors at a meeting of the members.
 

This report was approved by the members and signed on their behalf by: 



................................................
A Van Leeuwen
Designated member


Date: 27 April 2026

27 April 2026
Page 4

 
NORTH OF SOUTH CAPITAL LLP
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NORTH OF SOUTH CAPITAL LLP
 

Opinion
 

We have audited the financial statements of North of South Capital LLP (the 'parent LLP') and its subsidiaries (the 'Group') for the year ended 31 December 2025, which comprise the Consolidated statement of comprehensive income, the Consolidated balance sheet, the LLP balance sheet, the Consolidated statement of cash flows, the consolidated  Reconciliation of members' interests, the LLP Reconciliation of members' interests and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Group's and of the parent LLP's affairs as at 31 December 2025 and of the Group's profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006, as applied to limited liability partnerships by The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern
 

In auditing the financial statements, we have concluded that the members' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or the parent LLP's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


Our responsibilities and the responsibilities of the members with respect to going concern are described in the relevant sections of this report.


Page 5

 
NORTH OF SOUTH CAPITAL LLP
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NORTH OF SOUTH CAPITAL LLP (CONTINUED)


Other information
 

The other information comprises the information included in the Annual Report other than the financial statements and our auditors' report thereon. The members are responsible for the other information contained within the Annual ReportOur opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Matters on which we are required to report by exception
 

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006, as applied to limited liability partnerships, requires us to report to you if, in our opinion:


adequate accounting records have not been kept by the parent LLP, or returns adequate for our audit have not been received from branches not visited by us; or
the parent LLP financial statements are not in agreement with the accounting records and returns; or
we have not received all the information and explanations we require for our audit.


Responsibilities of members
 

As explained more fully in the members' responsibilities statement set out on page 3, the members are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the members determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the members are responsible for assessing the Group's and the parent LLP's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the members either intend to liquidate the Group or the parent LLP or to cease operations, or have no realistic alternative but to do so.


Page 6

 
NORTH OF SOUTH CAPITAL LLP
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NORTH OF SOUTH CAPITAL LLP (CONTINUED)


Auditors' responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Group financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion. 
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we have:
• considered the nature of the industry and sectors, control environment and business performance;
• made enquires of management about their own identification and assessment of the risk of irregularities; 
• performed audit work over the risk of management override of controls, including testing of journal entries   and other adjustments for appropriateness and reviewing accounting estimates for bias;
• reviewed minutes of meetings;
• undertaken appropriate sample based testing of bank transactions;
• identified and evaluated compliance with relevant laws and regulations and made enquiries of any    instances of non-compliance;
• discussed matters among the audit engagement team regarding how and where fraud might occur in the   financial statements and potential indicators of fraud.


Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.  The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors' report.


Page 7

 
NORTH OF SOUTH CAPITAL LLP
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NORTH OF SOUTH CAPITAL LLP (CONTINUED)


Use of our report
 

This report is made solely to the LLP's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006, as applied by Part 12 of The Limited Liability Partnerships (Accounts and Audit) (Applications of Companies Act 2006) Regulations 2008Our audit work has been undertaken so that we might state to the LLP's members those matters we are required to state to them in an auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the LLP and the LLP's members, as a body, for our audit work, for this report, or for the opinions we have formed.





Engin Zekia Bsc FCA (Senior Statutory Auditor)
  
for and on behalf of
Adler Shine LLP
 
Chartered Accountants
Statutory Auditor
  
Aston House
Cornwall Avenue
London
N3 1LF

27 April 2026
Page 8

 
NORTH OF SOUTH CAPITAL LLP
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025

2025
2024
Note
£
£

  

Turnover
 3 
15,084,361
7,353,780

Gross profit
  
 
15,084,361
 
7,353,780

Administrative expenses
  
(5,069,671)
(2,175,140)

Operating profit
 4 
 
10,014,690
 
5,178,640

Income from fixed assets investments
  
2,010
3,796

Interest receivable and similar income
 10 
5,292
1,483

Interest payable and similar expenses
 11 
(5,064)
(584)

Profit before tax
  
 
10,016,928
 
5,183,335

Profit before members' remuneration and profit shares available for discretionary division among members
  
 
10,016,928
 
5,183,335

Other comprehensive income for the year
  

  

Total comprehensive income for the year
  
10,016,928
5,183,335

Profit for the year attributable to:
  

Owners of the parent LLP
  
10,016,928
5,183,335

  
 
10,016,928
 
5,183,335

The notes on pages 17 to 30 form part of these financial statements.

Page 9

 
NORTH OF SOUTH CAPITAL LLP
REGISTERED NUMBER: OC309016

CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2025

2025
2024
Note
£
£

Fixed assets
  

Tangible assets
 12 
12,698
-

Current assets
  

Debtors: amounts falling due within one year
 14 
4,529,902
2,282,272

Current asset investments
  
45,269
35,558

Cash at bank and in hand
 15 
1,902,945
1,803,376

  
6,478,116
4,121,206

Creditors: amounts falling due within one year
 16 
(1,468,717)
(1,036,448)

Net current assets
  
 
 
5,009,399
 
 
3,084,758

Total assets less current liabilities
  
5,022,097
3,084,758

  

Net assets
  
5,022,097
3,084,758


Represented by:
  

Loans and other debts due to members within one year
  

Other amounts
  
(5,848,947)
(2,898,577)

Members' other interests
  

Members' capital classified as equity
  
800,000
800,000

Other reserves classified as equity
  
10,071,044
5,183,335

  
 
10,871,044
 
5,983,335

  
5,022,097
3,084,758


Total members' interests
  

Loans and other debts due to members
  
(5,848,947)
(2,898,577)

Members' other interests
  
10,871,044
5,983,335

  
5,022,097
3,084,758


Page 10

 
NORTH OF SOUTH CAPITAL LLP
REGISTERED NUMBER: OC309016
    
CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2025

The financial statements were approved and authorised for issue by the members and were signed on their behalf by: 


................................................
A Van Leeuwen
Designated member

Date: 27 April 2026

The notes on pages 17 to 30 form part of these financial statements.

Page 11

 
NORTH OF SOUTH CAPITAL LLP
REGISTERED NUMBER: OC309016

LLP BALANCE SHEET
AS AT 31 DECEMBER 2025

2025
2024 
(As restated)
Note
£
£

Fixed assets
  

Investments
 13 
250,000
250,000

  
250,000
250,000

Current assets
  

Debtors: amounts falling due within one year
 14 
4,529,902
2,532,269

Current asset investments
  
45,269
35,558

Cash at bank and in hand
 15 
1,453,241
1,293,845

  
6,028,412
3,861,672

Creditors: amounts falling due within one year
 16 
(1,242,298)
(1,081,030)

Net current assets
  
 
 
4,786,114
 
 
2,780,642

Total assets less current liabilities
  
5,036,114
3,030,642

  

  

  

Net assets
  
5,036,114
3,030,642

Page 12

 
NORTH OF SOUTH CAPITAL LLP
REGISTERED NUMBER: OC309016
    
LLP BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2025

2025
2024
Note
£
£


Represented by:
  

Loans and other debts due to members within one year
  

Other amounts
(5,848,947)
(2,898,577)

  
(5,848,947)
(2,898,577)

Members' other interests
  

Members' capital classified as equity
  
800,000
800,000

Other reserves classified as equity brought forward
  
5,129,219
2,648,384

Profit for the year available for discretionary division among members
  
10,085,061
5,129,219

Other movements in other reserves
  
(5,129,219)
(2,648,384)

Other reserves classified as equity carried forward
  
10,085,061
5,129,219

  
10,885,061
5,929,219

  
5,036,114
3,030,642


Total members' interests
  

Loans and other debts due to members
  
(5,848,947)
(2,898,577)

Members' other interests
  
10,885,061
5,929,219

  
5,036,114
3,030,642


The financial statements were approved and authorised for issue by the members and were signed on their behalf by: 


................................................
A Van Leeuwen
Designated member

Date: 27 April 2026

The notes on pages 17 to 30 form part of these financial statements.

Page 13

 
NORTH OF SOUTH CAPITAL LLP
 

CONSOLIDATED RECONCILIATION OF MEMBERS' INTERESTS
FOR THE YEAR ENDED 31 DECEMBER 2025






Equity
Members' other interests
Debt
Loans and other debts due to members less any amounts due from members in debtors
Total members' interests
Members' capital (classified as equity)
Other reserves
Total
Other amounts
Total

£
£
£
£
£

Amounts due to members 
(1,986,407)


Amounts due from members 

-


Balance at 1 January 2024 
800,000
2,648,384
3,448,384
(1,986,406)
1,461,978

Profit for the year available for discretionary division among members
 
-
5,183,335
5,183,335
-
5,183,335

Members' interests after profit for the year
800,000
7,831,719
8,631,719
(1,986,406)
6,645,313

Other division of profits
-
(2,648,384)
(2,648,384)
2,648,384
-

Drawings on account
-
-
-
(3,560,555)
(3,560,555)

Amounts due to members
(2,898,577)

Balance at 31 December 2024
800,000
5,183,335
5,983,335
(2,898,577)
3,084,758

Profit for the year available for discretionary division among members
 
-
10,016,928
10,016,928
-
10,016,928

Members' interests after profit for the year
800,000
15,200,263
16,000,263
(2,898,577)
13,101,686

Other division of profits
-
(5,129,219)
(5,129,219)
5,129,219
-

Drawings on account
-
-
-
(8,079,589)
(8,079,589)

Amounts due to members
(5,848,947)

Balance at 31 December 2025 
800,000
10,071,044
10,871,044
(5,848,947)
5,022,097

The notes on pages 17 to 30 form part of these financial statements.

Page 14

 
NORTH OF SOUTH CAPITAL LLP
 

LLP RECONCILIATION OF MEMBERS' INTERESTS
FOR THE YEAR ENDED 31 DECEMBER 2025







Equity
Members' other interests
Debt
Loans and other debts due to members less any amounts due from members in debtors
Total members' interests

Members' capital (classified as equity)
Other reserves
Total
Other amounts
Total

£
£
£
£
£

Amounts due to members 



(1,986,407)


Balance at 1 January 2024 
800,000
2,648,384
3,448,384
(1,986,406)
1,461,978

Profit for the year available for discretionary division among members 

-
5,129,219
5,129,219
-
5,129,219

Members' interests after profit for the year 
800,000
7,777,603
8,577,603
(1,986,406)
6,591,197

Other division of profits 
-
(2,648,384)
(2,648,384)
2,648,384
-

Drawings on account and distribution of profit 
-
-
-
(3,560,555)
(3,560,555)

Amounts due to members 
(2,898,577)

Balance at 31 December 2024
800,000
5,129,219
5,929,219
(2,898,577)
3,030,642

Profit for the year available for discretionary division among members 

-
10,085,061
10,085,061
-
10,085,061

Members' interests after profit for the year 
800,000
15,214,280
16,014,280
(2,898,577)
13,115,703

Other division of profits 
-
(5,129,219)
(5,129,219)
5,129,219
-

Drawings on account and distribution of profit 
-
-
-
(8,079,589)
(8,079,589)

Amounts due to members 
(5,848,947)

Balance at 31 December 2025

800,000
10,085,061
10,885,061
(5,848,947)
5,036,114

There are no existing restrictions or limitations which impact the ability of the members of the LLP to reduce the amount of Members' other interests.

Page 15

 
NORTH OF SOUTH CAPITAL LLP
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025

2025
2024
£
£

Cash flows from operating activities

Profit for the financial year
10,016,928
5,183,335

Adjustments for:

Depreciation of tangible assets
22,643
-

Interest paid
5,064
584

Interest received
(7,302)
(5,279)

(Increase) in debtors
(2,211,739)
(1,227,599)

Increase in creditors
417,471
807,287

Corporation tax received/(paid)
-
(10,799)

Net cash generated from operating activities before transactions with members

8,243,065
4,747,529


Cash flows from investing activities

Purchase of tangible fixed assets
(45,386)
(883)

Sale of short-term listed investments
(35,558)
-

Interest received
5,292
1,481

HP interest paid
(5,064)
-

Dividends received
2,010
3,796

Net cash from investing activities

(78,706)
4,394

Cash flows from financing activities

Repayment of/new finance leases
12,388
-

Interest paid
-
(584)

Distribution paid to members
(8,079,589)
(3,560,555)

Net cash used in financing activities
(8,067,201)
(3,561,139)

Net increase in cash and cash equivalents
97,158
1,190,784

Cash and cash equivalents at beginning of year
1,803,376
612,592

Cash and cash equivalents at the end of year
1,900,534
1,803,376


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
1,902,945
1,803,376

Bank overdrafts
(2,411)
-

1,900,534
1,803,376


The notes on pages 17 to 30 form part of these financial statements.

Page 16

 
NORTH OF SOUTH CAPITAL LLP
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

1.


General information

North of South Capital LLP is a limited liability partnership incorporated in England and Wales. The registered office address is 85-87 Bayham Street, London, NW1 0AG.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006 and the requirements of the Statement of Recommended Practice "Accounting by Limited Liability Partnerships".

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies.

The LLP has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own statement of comprehensive income in these financial statements.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the LLP and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.

 
2.3

Going concern

The members have considered a period of at least twelve months from the signing of these accounts and have concluded that the LLP will have sufficient resources to meet its liabilities as they fall due over that period. The members of the LLP have indicated their willingness to provide such further financing as may be required for the LLP to meet its liabilities as they fall due and maintain a regulatory surplus. Consequently the members believe that the going concern basis is appropriate and the accounts hve been prepared under this assumption. 

Page 17

 
NORTH OF SOUTH CAPITAL LLP
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.4

Foreign currency translation

Functional and presentation currency

The LLP's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the consolidated statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

 
2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

Page 18

 
NORTH OF SOUTH CAPITAL LLP
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.6

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

 
2.7

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

 
2.8

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.9

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.10

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
2.11

Division and distribution of profits

A division of profits is the mechanism by which the profits of a Group become a debt due to members. A division may be automatic or discretionary, may relate to some or all of the profits for a financial period and may take place during or after the end of a financial period.

An automatic division of profits is one where the Group does not have an unconditional right to avoid making a division of an amount of profits based on the members' agreement in force at the time, whereas a discretionary division of profits requires a decision to be made by the Group, which it has the unconditional right to avoid making.

The Group divides profits automatically. Automatic divisions of profits are recognised as 'Members' remuneration charged as an expense in  the consolidated statement of comprehensive income.

 
2.12

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Page 19

 
NORTH OF SOUTH CAPITAL LLP
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)


2.12
Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Short-term leasehold property
-
Over the term of the lease
Office equipment
-
20%
straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.13

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Group shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the consolidated statement of comprehensive income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

Investments in listed company shares are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in profit or loss for the period.

 
2.14

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.15

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.16

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Page 20

 
NORTH OF SOUTH CAPITAL LLP
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.17

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

The Group has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.

Financial instruments are recognised in the Group's balance sheet when the Group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The
Page 21

 
NORTH OF SOUTH CAPITAL LLP
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)


2.17
Financial instruments (continued)

impairment reversal is recognised in the profit or loss.

Basic financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Other financial instruments

Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.

Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.

Page 22

 
NORTH OF SOUTH CAPITAL LLP
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

3.


Turnover

The turnover and operating profit for the year was all derived from the LLP's principal continuing activity which was carried out wholly within the United Kingdom.


4.


Operating profit

The operating profit is stated after charging:

2025
2024
£
£

Fees payable to the LLP's auditor for the audit of the LLP's annual financial statements
24,850
18,350

Exchange differences
153,414
(56,633)


5.


Auditors' remuneration

During the year, the Group obtained the following services from the LLP's auditors and their associates:


2025
2024
£
£

Fees payable to the LLP's auditors and their associates for the audit of the consolidated and parent LLP's financial statements
24,850
18,350

Page 23

 
NORTH OF SOUTH CAPITAL LLP
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

6.


Employees

Staff costs were as follows:


Group
Group
LLP
LLP
2025
2024
2025
2024
£
£
£
£


Wages and salaries
3,659,294
1,220,953
578,871
499,335

Social security costs
82,462
59,607
82,462
59,607

Cost of defined contribution scheme
5,686
3,963
4,877
3,963

3,747,442
1,284,523
666,210
562,905



The average monthly number of persons (including members with contracts of employment) employed during the year was as follows:


        2025
        2024
            No.
            No.







Administrative
4
4


7.


Information in relation to members

2025
2024
Number
Number


The average number of members during the year was
8
7

2025
2024
£
£







The amount of profit attributable to the member with the largest entitlement was
1,835,849
914,309


The figure presented above relates to the profit allocation for the year ended 31 December 2024. As at the date of approval of the financial statements, the profit figure for the year ended 31 December 2025 had yet to be allocated between the members.  


8.


Members' remuneration



During the year retirement benefits were accruing to no members (2024 - NIL) in respect of defined contribution pension schemes.

Page 24

 
NORTH OF SOUTH CAPITAL LLP
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

9.


Income from investments

2025
2024
£
£





Dividends received from unlisted investments
(2,010)
(3,796)

(2,010)
(3,796)



10.


Interest receivable

2025
2024
£
£


Other interest receivable
5,292
1,483

5,292
1,483


11.


Interest payable and similar expenses

2025
2024
£
£


Finance leases and hire purchase contracts
5,064
-

Other interest payable
-
584

5,064
584

Page 25

 
NORTH OF SOUTH CAPITAL LLP
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

12.


Tangible fixed assets

Group






Short-term leasehold property
Office equipment
Total

£
£
£



Cost or valuation


At 1 January 2025
-
883
883


Additions
45,386
-
45,386



At 31 December 2025

45,386
883
46,269



Depreciation


At 1 January 2025
-
883
883


Charge for the year on owned assets
32,688
-
32,688



At 31 December 2025

32,688
883
33,571



Net book value



At 31 December 2025
12,698
-
12,698



At 31 December 2024
-
-
-

Page 26

 
NORTH OF SOUTH CAPITAL LLP
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

           12.Tangible fixed assets (continued)


LLP






Office equipment

£

Cost or valuation


At 1 January 2025
883



At 31 December 2025

883



Depreciation


At 1 January 2025
883



At 31 December 2025

883



Net book value



At 31 December 2025
-



At 31 December 2024
-







13.


Fixed asset investments

LLP





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2025 (As restated)
250,000



At 31 December 2025
250,000




Page 27

 
NORTH OF SOUTH CAPITAL LLP
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

Subsidiary undertaking


The following was a subsidiary undertaking of the LLP:

Name

Registered office

Class of shares

Holding

North of South DIFC Limited
Unit OT 20-45, Level 20, Central Park Towers, DIFC, Dubai
Ordinary
100%


14.


Debtors

Group
Group
LLP
LLP
2025
2024
(as restated)
2025
2024
(as restated)
£
£
£
£


Amounts owed by group undertakings
-
-
-
250,000

Other debtors
16,797
16,799
16,797
16,797

Prepayments and accrued income
4,513,105
2,265,472
4,513,105
2,265,472

4,529,902
2,282,271
4,529,902
2,532,269



15.


Cash and cash equivalents

Group
Group
LLP
LLP
2025
2024
2025
2024
£
£
£
£

Cash at bank and in hand
1,902,945
1,803,376
1,453,241
1,293,845

Less: bank overdrafts
(2,411)
-
-
-

1,900,534
1,803,376
1,453,241
1,293,845


Page 28

 
NORTH OF SOUTH CAPITAL LLP
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

16.


Creditors: Amounts falling due within one year

Group
Group
LLP
LLP
2025
2024
(as restated)
2025
2024
(as restated)
£
£
£
£

Bank overdrafts
2,411
-
-
-

Amounts owed to group undertakings
-
-
-
250,000

Other taxation and social security
459,757
365,080
459,757
365,080

Obligations under finance lease and hire purchase contracts
12,388
-
-
-

Other creditors
1,029
403
1,029
403

Accruals and deferred income
993,132
670,965
781,512
465,547

1,468,717
1,036,448
1,242,298
1,081,030



17.


Financial instruments

Group
Group
LLP
LLP
2025
2024
2025
2024
£
£
£
£

Financial assets

Financial assets measured at fair value through profit or loss
1,948,214
1,948,214
1,498,510
1,329,403




Financial assets measured at fair value through profit or loss comprise cash and cash equivalents.


18.


Loans and other debts due to members


Group
Group
LLP
LLP
2025
2024
2025
2024
£
£
£
£


Other amounts due to members
(5,848,947)
(2,898,577)
(5,848,947)
(2,898,577)

(5,848,947)
(2,898,577)
(5,848,947)
(2,898,577)

Loans and other debts due to members rank equally with debts due to ordinary creditors in the event of a winding up.


Page 29

 
NORTH OF SOUTH CAPITAL LLP
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

19.


Prior year adjustment

In the 2024 financial statements, the cost of the investment in the subsidiary was based on articles of incorporation which were draft. In these financial statements, the comparative figure has been restated to the correct share capital value.

20.


Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group  in an independently administered fund. The pension cost charge represents contributions payable by the Group  to the fund and amounted to £4,877 (2024 - £3,963). Contributions totalling £1,029 (2024 - £403) were payable to the fund at the balance sheet date and are included in creditors.


21.


Commitments under operating leases

At 31 December 2025 the Group and the LLP had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
2025
2024
£
£

Not later than 1 year
48,632
92,661

48,632
92,661


22.


Related party transactions

During the year, management fees of £8,661,940 (2024: £4,957,775) became due to the LLP from an entity under common control with one of the members. At the year end, £2,531,679 (2024: £1,002,870) was due from this entity. 


23.


Controlling party

At the balance sheet date, there was no single ultimate controlling party.

 
Page 30